TERMS AND CONDITIONS Heller Leder GmbH & Co. KG – 37619 Hehlen - Germany

 §1 General, validit

1. All our offers, deliveries and services are made to these General Terms and Conditions. They also apply to all future transactions, even if they are not expressly referred to, but they have been received by the purchaser in the case of an order confirmed by us.

2. These terms and conditions do not apply to consumers in the sense of §13 BGB.

3. Our general terms and conditions apply exclusively. Deviating or supplementary terms and conditions of the customer are only recognized if we have agreed to their validity in writing. This always applies, even if we carry out the contractual delivery without reservation in knowledge of the general terms and conditions of the customer.

 §2 Offer, order

1. Our offers are not binding. We can accept contract offers within four weeks.

2. If, after conclusion of the contract, we become aware of a material deterioration in the purchaser's financial circumstances that calls into question its solvency or creditworthiness, we may refuse our services until the counter-performance has been effected. In this case, we can set the customer a performance period and, after its expiry, withdraw from the contract in whole or in part.

3. In case that, after the conclusion of the contract, any substantial changes in delivery, pricing or quality occur and are announced by third parties whose services are decisive for the execution of the order we may withdraw from the contract in whole or in part, if this makes the performance of the contract impossible or unreasonable for us and we have not issued a guarantee. In this case, the purchaser will be informed immediately by us of the performance obstacle or the cause of the service claim and the resignation may be declared immediately.

4. Descriptions and illustrations of our goods are only approximate, we reserve the right to change until delivery, by which, however, the interests of the customer may not be unreasonably affected.

 §3 Prices

     Unless otherwise agreed, our prices are quoted in EURO at ex works conditions and excluding VAT. Further cost must be borne by the customer, even if they are not specifically identified.

 §4 Terms of payment

1. Payment of our invoice must be made within 14 days of the date of invoice with 2% discount on the invoice value or within 30 days from the invoice date without discount.

2. The payment must be made cashless to an account named by us or cash. Bills of exchange and checks are only accepted on account of performance

3. If the buyer exceeds the term of payment, we are entitled to demand default interest in the amount to 9% above the base lending rate. The assertion of further damage remains unaffected.

4. In the event of default of payment, we shall be entitled to call in our claims and to withhold further services until the consideration has been paid. In addition, we are entitled to withdraw from the contract in whole or in part after setting a deadline. The same applies if, after the conclusion of the contract, we become aware of significant changes in the financial circumstances of the purchaser which give rise to reasonable doubts as to its solvency or creditworthiness.

5. The purchaser is only entitled to offset if the claims asserted by him are legally established or undisputed. The purchaser is also only entitled to exercise a right of retention in the case of legally established or undisputed claims of the purchaser.

 §5 Delivery and service time, performance disruptions

1. If service periods have been agreed, these start with the day of the conclusion of the contract. Performance periods are deemed to have been met if the goods have been dispatched to their expiry date or if readiness for shipment has been announced.

2. If a performance deadline has been agreed upon and if an order of cooperation is required by the customer for the execution of the order, the period begins to run with its execution.

3. If we are wholly or partially prevented from performing our obilgations due to force majeure, industrial action such as strike or lawful shutdown as well as work-struggle-related plant closures, mobilization, war, official order and not faulted breakdowns due to fire, water, machine damage, lack of energy. The delivery period is extended by the duration of the hindrance. If the hindrance not caused by us persists beyond a period of twelve weeks, we are entitled to withdraw from the contract in whole or in part according to the scope of the obstruction.

4. If an obstacle due to the events mentioned under 5.3 above leads to a delivery delay of more than twelve weeks, the customer is entitled to withdraw from the contract in respect of the part not yet fulfilled. At the end of twelve weeks, the purchaser may request a declaration as to whether we shall resign or deliver within a reasonable period specified by us.

5. If we are responsible for exceeding the delivery date, the customer is only entitled to withdraw if he has set us an extention period of at least one month in writing and this has expired unused.

6. If we fall into delays, we are liable for damages according to the statutory provisions, if they are based on an intentional breach of duty for which we are responsible. In the case of unintentional but culpable violation of a material contractual obligation or grossly negligent breach of any other contractual obligation, we shall be liable for the predictable, typically occurring damage caused by delay. In other cases, our default damage liability is limited to max. 5% of the net shipment value. A reversal of the burden of proof is not connected with the provisions of this paragraph.

7. We are entitled to partial deliveries, as far as they are reasonable.

8. In the event that we can demand compensation instead of the performance or voluntarily allow a cancellation of the order, a lump sum compensation of 25% of the net order amount is agreed. Claims for compensation for higher damage are not excluded. The customer is free to prove a lower actual damage.

 §6 Shipping, transfer of risk

1. The risk passes to the purchaser as soon as the consignment has been prepared for shipment ex works by us. If partial shipments are made, the risk is transferred in each case with provision of the corresponding part. This also applies if we have assumed on other services.

2. If the dispatch is delayed by a behavior of the customer or if he does not call the goods on time in case of on-call orders, then the risk is transferred to him with the notification of readiness for dispatch.

3. If the delivery is delayed at request of the ordering party, if another delay is caused by it or if it does not call for the goods on time in case of call orders, the goods are stored at the expense of the customer. In this case,the customer has to pay the local storage fee, whose amount of which is limited to 10% of the value of the goods ready for dispatch. The calculation of further required expenses remains reserved against proof. The payment obligation of the exhibitor remains unaffected. In addition, we are entitled to demand immediate payment of the goods, or to dispose of the delivered item after a fruitless expiration of a reasonable deadline and to supply the purchaser within a reasonably extended period of time.

4. Unless otherwise agreed and as far as no obligation of shipment is present, the means of transport and the transport itself are determined by us. This right of determination does not guarantee that it is the fastest or cheapest method of transport.

5. At the request of the customer, we are ready to conclude a transport, theft or other insurance. There is no obligation to offer an insurance without previous agreement. The costs of insurance are borne by the customer.

6. Delivered goods have to be accepted by the purchaser even if they have insignificant defects. The rights of the customer according to §9 remains unaffected.

 §7 Retention of title, assignment

1. The delivered goods remain our property until the settlement of all payments from the contract and all ongoing business connection until the settlement of all payments. This also applies to balances arising from a current account limited to the business relationship and for future claims.

2. Handling and other processing of the reserved goods are always carried out for us as manufacturer, but without obligations for us. If our ownership expires through connection or mixing, it is already agreed that we have a co-ownership of the unitary item in accordance with the share of the reserved goods of the invoice value.

3. The purchaser is entitled to resell the goods delivered by us in the proper course of business as well as to handle and process the goods. This entitlement is revocable if the customer defaults on payment for more than two weeks or refuses to pay. Pledges and transfer of ownership of the reserved goods by the purchaser are not permitted.

4. If the customer sells the retained goods before the full payment of the claim, he shall be ceased immediately to pay, to us all our claims arising from the sale against his customers with all ancillary rights, in case of sale of the reserved goods resulting from processing or combination Ratio of our co-ownership, in the case of sale together with other goods at a total price in the amount of the invoice value (gross) of our reserved goods. This assignment of claim also includes claims of the purchaser for the final balance of a current account, which the purchaser has agreed with his customers, as well as any other legal reason (for example tortuous act) regarding the goods subject to retention of title. A separate declaration of assignment is not required, the assignment is already accepted by us.

5. The collection of the assigned claims is made by the customer. This entitlement is revoked if the customer defaults on payment for more than two weeks or refuses to pay. In such cases, we may disclose the assignment or request that the customer discloses it and request information and documents which are necessary for collection.

6. If the realizable value of our securities (including an advanced assignment) exceeds our claims by more than 10%, we shall be obliged to release the securities in accordance with the excess at our discretion at request of the customer.

7. In case of breach of contract by the purchaser, in particular in case of default of payment, we are entitled to declare the withdrawal from the contract and to take back the reserved goods or to demand the assignment of the claim for return of the purchaser for surrender against third parties. The customer is obliged to surrender or assign.

8. In the case of access by third parties to reserved goods or claims to which we are entitled, the purchaser will point out our ownership and our rights and inform us immediately as well as of any other impairment of our rights. As far as we raise a third-party objection claim and the third party is not in a position to reimburse us for the resulting judicial or extra-judicial costs, the customer is liable for the loss.

9. We are entitled to assign the claims from our business relations.

10. If the buyer is in default of us with any payment obligations, all existing claims will become due immediately.

 §8 Retention of title, collateral for export deliveries

1. The rights and obligations of the contracting parties laid down in § 7 also apply in principle to deliveries abroad.

2. If certain measures or actions are required in the importing country for the effectiveness of the rights referred to in §7, the purchaser must inform us and carry out such measures or actions at his expense.

3. If the law of the importing state does not permit retention of title, but allows the seller to reserve other rights to the delivered item, we may exercise all rights of that kind. As far as an equivalent securing of our claims against the purchaser is not achieved by this, the purchaser is obliged to provide us with additional, equivalent collateral at his expense.

4. We are entitled to assign its trade receivables for financing purposes.

5. For deliveries and services to customers abroad, it is expressly agreed that all costs of legal action by us in the event of default of payment by the customer, both judicial and extrajudicial, shall be borne by the customer.

 §9 Warranty rights

1. Customary deviations in quality, thickness, quantity unit, color, strength and extent of the goods are not a defect and do not entitle to complaints.

2. Warrenty rights do not exist, as far as a defect did not exist at the time of the passing of the risk, but is based on the behavior of the customer or a third party attributable to him. This includes, for example, the improper use of the goods, improper handling, unsuitable equipment, as well as chemical, electrochemical or other influences.

3. Defects of the goods delivered by us must be reported to us in writing no later than eight days after receipt, hidden defects immediately after their detection, but at the latest within eight days after determination by the customer.

4. In the case of justified and timely notice of defects, we are entitled to choose the type of supplementary performance. The customer is obliged to give us the necessary and reasonable time and opportunity to perform all necessary actions for the subsequent performance. In the case of replacement delivery, the defective goods shall be handed over to us in their original condition.

5. If the supplementary performance fails or if we do not comply with our supplementary performance obligations, the customer has the statutory rights, subject to §10 below.

 §10 Liability

1. In the case of a grossly negligent breach of duty and culpable violation of a material contractual obligation, claims for damages against us are limited to the foreseeable, typically limited damage. Incidentally, our liability for damages is subject to the following section 3 excluded.

2. Disclaimers and limitations under § 10.1 do not only apply to contractual, but also to other claims and claims for reimbursement of futile expenses instead of performance. They also apply to any personal liability of our employees, agents and agents.

3. Disclaimer and limitations mentioned in 1 and § 10.2. do not apply to intentional breaches of duty, for any existing claims acc. §§1, Abs. 4 Product Liability Act or for culpable injury to the life of the body or health. They also do not apply in case we have assumed a warranty and the warranty claim has occurred.

4. A reversal of the burden of proof is not connected with the regulations under §10. For delay damages the special regulation in §5 section 6 is valid

 §11 Applicable law

     This contract is subject to German law excluding the Vienna UN Sales Convention (CISG).

 §12 Place of performance, jurisdiction

1. Place of performance for the contractual services of both parties is Hehlen.

2. Jurisdiction is Hehlen. However, we may also file suit at the customer's domicile.

 §13 Limitation

     All claims of the purchaser, including the rights of the defect, including the claims for damages, are subject to a limitation period of one year. This does not apply in the case of a resort are subject to §478 BGB, this also does not apply in the cases of §438 section 1 no. BGB and §634a Section 1 no. 2 BGB. It also does not apply to claims for damages for injury to life, limb or health or due to a grossly negligent or intentional breach of duty.

 §14 Final provisions

1. Should individual provisions in these terms and conditions be or become ineffective, this will not affect the validity of the remaining provisions. In place of an ineffective regulation, the statutory regulation comes into effect.

2. By way of exception, the contract becomes invalid if, taking account of the change referred to in subsection §14.1, it would constitute an unreasonable hardship for a contracting party.